These terms and conditions of sale (the « T&Cs ») are applicable to any contract, sale, order, quote or commercial offer related to the sale of Enalees’ products (the « Products ») to a customer. 1
Orders shall be placed by written order or email, specifying the type and quantity of ordered Products. The order shall be subject to a written acceptance by Enalees to be valid. A quote requested by the customer, sent by Enalees and accepted by the customer shall be equivalent to an accepted order. Orders and delivery times which may be requested by the customer shall depend on availabilities and stocks.
Delivery shall be made at the Customer’s address. The delivery time indicated upon the acceptance of the order or on the quote is given only for information and is not guaranteed. Therefore, Enalees may not be held for any delay. Enalees will make however its best efforts to deliver the Products to the customer in a reasonable delivery time.
Unless otherwise explicitly agreed, the Products will be delivered Free Carrier (FCA) Evry, France, the shipping risks and costs being borne by the customer.
Enalees reserves its right to make partial deliveries of the ordered product provided that the partial delivery does not cause any major inconvenience to the customer and is made without any additional cost for the customer.
In case of missing or deteriorated products at the delivery, the customer shall make the appropriate reservations on the delivery document and notify these reservations in writing within 2 days after the delivery by email at Enalees’ customer service (firstname.lastname@example.org).
The prices of the sold products are the ones in effect at the time of the order and which were communicated to the customer, unless otherwise indicated in a quote or a commercial offer issued by Enalees. Prices are indicated in euro and without taxes, and they shall be increased by VAT and shipping fees which are applicable at the date of the order. Any modification of the prices by Enalees shall be notified to the customer by way of communication of a new price list. There shall be no reduction of price in case of early payment unless otherwise agreed by Enalees.
4. Payment Terms
Payment of orders shall be made by bank transfer or by cheque within 30 days from the date of the invoice. In case of late payment, a late payment penalty equal to three times the default interest rate permitted by law which is applicable on the date of delivery of the Products will be due by the customer, without any notification or formality being necessary.
In addition to these penalties, any late payment shall automatically trigger the payment of a fixed indemnity for recovery costs of 40 euros in accordance with the applicable French regulations.
5. Title Retention Clause
Enalees shall retain the ownership of the Products that are sold and delivered until full payment of the price (principal amount and incidentals). Enalees reserves its right to claim back the unpaid Products, in case of any insolvency proceedings relating to the customer.
Enalees warrants that the Products are in conformity with the technical documentation published by Enalees in all material respects during a 90 day period from the date of delivery, or during a period up to the expiration date of the product if this period is less than 90 days. Enalees agrees during this warranty period to replace the defective Product, provided that the customer has notified the defect within 5 days of its discovery. If Enalees is not able to replace it, the customer may terminate the sale of the Products and be reimbursed, it being specified that Enalees shall not be held liable for any indemnity as a result of this termination. This obligation to replace or reimburse shall be the sole remedy of the customer in case of a defective product. Enalees does not grant any other warranty whether express, implied, oral or written, in relation to the Products, including and without limitation any implied warranty of merchantability or fitness for a specific purpose, and warranties of latent defects.
7. Use of the Products
The customer shall : (a) use the products in accordance with the provisions of the user guides, manuals, and technical specifications that Enalees may provide from time to time and strictly for the purposes mentioned in these documents and in accordance with applicable regulations, and (b) indemnify and hold harmless Enalees and its officers and employees against any damages, losses, claims, costs, legal actions and suits, resulting directly or indirectly from the non-compliance of the customer with the obligations specified under (a). Furthermore, no warranty may be implemented in the case where the customer does not use the Products in accordance with this paragraph.
Trainings on the Product may be provided to the customer and its employees solely by Enalees.
8. Limitation of Liability
Enalees’ liability may not result in an indemnification for an amount exceeding the purchase price of the concerned Product, which is a diagnostic aid product for the veterinarian customer of Enalees. In no event Enalees may be held liable for direct or indirect damages, tangible or intangible, consequential or non-consequential, including damages resulting from a loss of revenues, data, profits or reputational damage, resulting from the use of the Products.
9. Force Majeure
The non-performance by one of the parties of its obligations may be excused for a reasonable period of time given the circumstances if the non-performance or the late performance of such obligations results from a force majeure event (external, unforeseeable and irresistible event within the meaning of Article 1218 of the French Civil Code). The party wishing to request a waiver of liability accordingly shall notify the other party without delay of the occurrence and termination of such circumstance.
The customer undertakes that the Products will not be exported, directly or indirectly, in violation of any applicable export or import laws, or used for purposes prohibited by such laws, or without the prior written consent of Enalees.
In the case where one of the provisions hereof is considered invalid or unenforceable, in whole or in part, the validity of the remaining provisions and the remainder of the concerned provision shall not be affected. Invalid or unenforceable provisions shall be replaced by a valid provision that comes as close as possible to the meaning and purpose of the invalid or unenforceable provision.
Any dispute relating to the interpretation and execution of these terms and conditions of sale is subject to French law. If no amicable settlement is reached, the dispute will be brought before the Commercial Court of Evry, France.
These T&Cs shall prevail over the customer’s terms and conditions of purchase or any other document relating to the customer’s purchases, if such documents exist.